Westpac letter means the letter dated 21 December 2006 from Westpac Banking Corporation to Perpetual Trust Limited as trustee of the trust that was delivered for the purposes of the facility agreement.

(2)Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

5Exemption from regulation 7(1)(a) of Regulations

GNZ and every person acting on its behalf are exempted from regulation 7(1)(a) of the Regulations in respect of the specified securities in so far as that regulation requires a prospectus that contains an offer of the specified securities to have endorsed on it, or attached to it, or be accompanied by, a copy of the supplemental letters.

6Condition of exemption in clause 5

The exemption in clause 5 is subject to the condition that the prospectus that contains the offer of the specified securities that is delivered to the Registrar of Companies—

(a)has endorsed on it, or attached to it, or is accompanied by, a copy of the facility agreement and each supplemental letter (without the excluded provisions); and

(b)states that the excluded provisions have been excluded from the copies of the supplemental letters delivered to the Registrar of Companies; and

(c)states why the excluded provisions have been excluded; and

(d)contains a statement of the general nature of the excluded provisions; and

(e)states—

(i)that a copy of the facility agreement and copies of the supplemental letters (without the excluded provisions) may be inspected during the currency of the prospectus on request and without any fee by any person; and

(ii)when and where in New Zealand those copies may be inspected; and

(f)states the weighted average margin, line fee, and guarantee issue fee payable as provided for in the ANZ letter, the BNZ letter, the CBA letter, and the Westpac letter; and

(g)contains a prominent statement to the effect that the directors of GNZ warrant to investors that the exclusion of the excluded provisions from the supplemental letters does not make the prospectus or investment statement misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances.

7Exemption from clause 17(c) of Schedule 3A of Regulations

GNZ and every person acting on its behalf are exempted from clause 17(c) of Schedule 3A of the Regulations in respect of any specified securities in so far as that clause applies to the supplemental letters.

8Condition of exemption in clause 7

The exemption in clause 7 is subject to the condition that the prospectus that contains the offer of the specified securities that is delivered to the Registrar of Companies states—

(a)that a copy of the facility agreement and copies of the supplemental letters (without the excluded provisions) may be inspected during the currency of the prospectus on request and without any fee by any person; and

ScheduleProvisions excluded from copies of supplemental letters

1The percentage figure in the third line of clause 3.1 of the ANZ letter.

2The percentage figure in the second line of clause 4.1 of the ANZ letter.

3The percentage figure in the third line of clause 3.1 of the BNZ letter.

4The percentage figure in the second line of clause 4.1 of the BNZ letter.

5The percentage figure in the second line of clause 3.1 of the CBA letter.

6The percentage figure in the second line of clause 4.1 of the CBA letter.

7The percentage figure in the second line of clause 3.1 of the Westpac letter.

8The percentage figure in the second line of clause 4.1 of the Westpac letter.

9The percentage figure in the fourth line of clause 5.1 of the Westpac letter.

Dated at Wellington this 8th day of November 2007.

The Common Seal of the Securities Commission was affixed in the presence of:

[Seal]

M Chen,Member.

Statement of reasons

This notice, which comes into force on the day after its notification in the Gazette and expires on 31 October 2012, exempts Goodman (NZ) Limited (GNZ) from certain provisions of the Securities Regulations 1983 (the Regulations), subject to conditions, in respect of offers of units in the Goodman Property Trust.

The exemptions entitle GNZ to exclude some commercially sensitive information from the copies of supplemental letters from various banks that are attached to the registered prospectus.

The Securities Commission considers that it is appropriate to grant the exemptions because—

the exemptions from regulation 7(1)(a) of the Regulations and from clause 17(c) of Schedule 3A of the Regulations meet the criteria stated in the Commission's Exemption Policy Note for “Applications to Exclude Commercially Sensitive Information from Material Contracts”. (The Exemption Policy Note can be viewed on the Commission's website at www.seccom.govt.nz/notices/exemption-policy.shtml):

the detriment to the commercial interests of GNZ by the disclosure of the excluded provisions would outweigh any benefit to prospective investors from their disclosure:

directors of GNZ must warrant that the non-disclosure of the excluded provisions does not make the relevant prospectus misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances:

the prospectus must state that information has been deleted from the contracts in question, the reasons why that information has been deleted, and the general nature of the material information that has been deleted.

Contents

4Changes made under section 17C of the Acts and Regulations Publication Act 1989

5List of amendments incorporated in this reprint (most recent first)

Notes

1General

This is a reprint of the Securities Act (Goodman (NZ) Limited) Exemption Notice 2007. The reprint incorporates all the amendments to the notice as at 1 November 2012, as specified in the list of amendments at the end of these notes.

Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, seehttp://www.pco.parliament.govt.nz/reprints/.

2Status of reprints

Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3How reprints are prepared

A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, seehttp://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4Changes made under section 17C of the Acts and Regulations Publication Act 1989

Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

•omission of unnecessary referential words (such as “of this section” and “of this Act”)

•typeface and type size (Times Roman, generally in 11.5 point)

•layout of provisions, including:

•indentation

•position of section headings (eg, the number and heading now appear above the section)

•format of definitions (eg, the defined term now appears in bold type, without quotation marks)

•format of dates (eg, a date formerly expressed as “the 1st day of January 1999” is now expressed as “1 January 1999”)

•position of the date of assent (it now appears on the front page of each Act)

•punctuation (eg, colons are not used after definitions)

•Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

•case and appearance of letters and words, including:

•format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

•small capital letters in section and subsection references are now capital letters

•schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

•running heads (the information that appears at the top of each page)

•format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).